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ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003

ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP)

Tender No.: ICSI/WS/2020-21/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support for five years.

Disclaimer: Due to present situation pandemic of Coronavirus (COVID-19) in India, last date for submission of bid

and date for opening of bids may be changed. Such changes, if any, shall be notified on ICSI’s website (www.icsi.edu)

and/or Central Public Procurement Portal (CPPP) (https://eprocure.gov.in/epublish/app). The notice of such changes

will be binding on all the Bidders.

Important Date & Information Tender Publish Date November 24, 2020 Tender Fee Rs. 236/- (Rs.200/- + Rs.36/- for 18% GST)

(Rupees Two hundred thirty six Only) Earnest Money Deposit (EMD) Rs.9500/- (Rupees Nine thousand five hundred only)

Last date and time for sending Pre-Bid

Queries through email (*) All queries have to be sent at Email ID:

praveen.kumar@icsi.edu by 2:00 PM on December 02, 2020 Replies of Pre-Bid queries If any, will be uploaded on the following website on or after

December 03, 2020 by 1:00 PM website of the Institute (www.icsi.edu)

Last Date and Time for Submission of

Bids on or before December 15, 2020 by 2:00 PM

Address for submission of Bids The Institute of Company Secretaries of India, ICSI House, C – 36, (Ground Floor Reception: Tender Box of Dte. of Purchase) Sector – 62, Noida – 201309. Note: The technical bid soft copy (complete in all respect) is also

to be submitted by the bidders through downloadable link and

such download link is to be shared on the following email id:

neelam.wadhwa@icsi.edu. Financial bid (soft copy) is not to be

submitted by email till further notification. Bid Validity 180 days from the date of opening of Technical bids.

Date, time & venue of opening of

Technical Bids December 15, 2020 at 3:00 PM The Institute of Company Secretaries of India, ICSI House, C – 36, Sector – 62, Noida – 201309

Date and time of opening of commercial bids

To be intimated at a later stage, only to technically qualified bidders.

Contact details Dr. Nikhat Khan, Director (IT), ICSI, Tel. No.:0120-4082019 Email Id: nikhat.khan@icsi.edu All pre-bid queries has to be sent at praveen.kumar@icsi.edu

Institute Website www.icsi.edu

(*) Due to present situation of pandemic of Coronavirus (COVID-19) in India, no physical meeting will be held.

In case, prospective bidders wish to have pre-bid meeting, it can be arranged through electronic mode (if

requested by prospective bidders through e-mail). Date, time and mode of Pre Bid meeting (through electronic

mode) will be informed through the e-mail ids those who request for the same.

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Statement of Confidentiality

The information contained in this Tender Document or subsequently provided to Bidder(s) or applicants

whether verbally or in documentary form by or on behalf of Institute of Company Secretaries of India (hereinafter “Institute” / “ICSI”) or by any of its employees or advisors, shall be subject to the terms and

conditions set out in this Tender Document and all other terms and conditions subject to which such

information is provided. The purpose of this RFP document is to provide the Bidder(s) with information to assist the formulation of their proposals. This Tender Document does not purport to contain all the

information each bidder may require. This Tender document may not be appropriate for all persons, and

it is not possible for the ICSI, its employees or advisors to consider the investment objectives, financial

situation and particular needs of each bidder who reads or uses this Tender document. Each bidder should conduct its own investigations and analysis and should check the accuracy, reliability and completeness

of the information in this Tender document and where necessary obtain independent advice from

appropriate sources. ICSI, its employees and advisors make no representation or warranty and shall incur no liability under any law, statue, rules or regulations as to the accuracy, reliability or completeness of

the Tender document. ICSI may in their absolute discretion, but without being under any obligation to

do so, update, amend or supplement the information in this Tender document.

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ICSI HQ: ICSI HOUSE, 22, INSTITUTIONAL AREA, LODI ROAD, NEW DELHI-110003

ICSI NOIDA OFFICE: ICSI House, C-36, SECTOR-62, NOIDA-201309 (UP)

Tender No.: ICSI/WS/2020-21/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support for five years.

A: About ICSI:

The Institute of Company Secretaries of India (herein after referred as ICSI / Institute) is a statutory body constituted under an Act of Parliament i.e. the Company Secretaries Act, 1980. ICSI is functioning under the

overall administrative jurisdiction of Ministry of Corporate Affairs, Government of India and having its head

office at 22, Institutional Area, Lodi Road, New Delhi. The Institute has another office at C 36, Sector – 62, Noida. ICSI is the only recognized professional body in India to regulate and develop the profession of Company

Secretaries in India.

Sealed tenders/bids are invited for “Procurement of Operating System Window Server 2019 Standard

Version Academic License with Software Assurance Support for five years, ICSI House, Noida” as per the details given in the Part ‘A’, ‘B’& ‘C’ of the Tender Document. The terms and conditions governing the instant

Tender are as under:

B. DEFINITIONS

i) The “ICSI” / “Institute” means THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, New Delhi.

ii) The “Contract” means “Procurement of Operating System Window Server 2019 Standard

Version Academic License with Software Assurance Support for five years, which the bidder is required to provide to the ICSI under the Contract through this tender.

iii) The words “Bid”, “RFP”, “Quotation”, “Tender” to be read intra alia and the words have been used

inter-changeably. Therefore, the words may be understood and interpreted correctly as may be best

applicable. iv) The words “Contract”, “Agreement”, “Order” to be read intra alia and the words have been used

inter-changeably. Therefore, the words may be understood and interpreted correctly as may be best

applicable. v) “Bidder” or “Tenderer” means the agency/firm that is engaged in the business of supplying

Software and Assurance Support and applies in response to this notice inviting tender/bid.

vi) “Vendor” means the successful bidder who is engaged by ICSI to supply Operating System

Window Server 2019 Standard Version Academic License with Software Assurance Support for five years through this tender process by entering into the contract with the ICSI.

vii) “Party” means ICSI or Vendor individually and “Parties” shall mean ICSI and Vendor collectively.

viii) “Letter of Intent” means the communication of the intention of the ICSI to the vendor for the award of work read with tender documents.

ix) “Work Order” means the order placed by the ICSI to the vendor signed by the authorized officer

of ICSI including all attachments and appendices thereto and all documents incorporated by reference therein. Work Order along with the Letter of Intent if any and tender documents and the

agreement constitutes the contract.

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PART ‘A’

I: Instruction to Bidders

1. The tender document can be downloaded from October 16, 2020 from the website of the Institute

(www.icsi.edu) for which Bidder would be required to enclose a demand draft of any nationalized Bank of

Rs.236/- (Rs.200/- + 18% GST) (non-refundable) from any of the scheduled bank drawn in favour of “THE INSTITUTE OF COMPANY SECRETARIES OF INDIA” payable at New Delhi. The bidder can also

make online payment of Rs.236/- (Rs.200/- + 18% GST) by using following online link:

“https://apps.icsi.edu/TenderApp/” and enclose the receipt of online payment generated by the system towards the cost of the tender document along with their bid. The bidders who fail to submit the cost of the

tender document along with their bid, the bid shall not be considered for evaluation and no further

communication shall be entertained in this regard. If any discrepancies found in the downloaded version of the tender, the latest version of the tender document published by the ICSI through website notification at

Institute’s website: www.icsi.edu/tender or Central Public Procurement Portal (CPPP):

https://eprocure.gov.in/epublish/app will be treated as authentic correct.

2. Earnest Money Deposit (EMD)

i. The Earnest Money Deposit (EMD) of Rs.9500/- (Rupees Nine Thousand Five Hundred only)

in the form of Demand Draft from any of the scheduled bank drawn in favour of “THE INSTITUTE

OF COMPANY SECRETARIES OF INDIA” payable at New Delhi. The bidder can also make

online payment using following online link: “https://apps.icsi.edu/TenderApp/” and enclose the

receipt of online payment generated by the system with the bid.

ii. Tenders received without the prescribed Earnest Money Deposit (EMD) shall not be entertained and

shall be rejected summarily.

iii. The EMD of the successful bidder can either be converted as part of the performance security on

request of the bidder or will be refunded after receipt of Performance Guarantee/Security. In case the selected bidder/vendor opts to convert the EMD to be part of the performance security, balance

amount towards the performance security is to be submitted by the selected bidder / vendor with the

ICSI in the form of bank guarantee from scheduled bank immediately within seven (07) days of issue

of work order but before execution of the agreement. The EMD of the unsuccessful bidders will be refunded without any interest/Bank commission/collection charges within 30 days after award of the

contract / work order to the successful bidder.

(Note: The bidders having valid registration with NSIC/MSME may avail exemption from

submission of EMD but must enclose valid NSIC / MSME certificate/document in envelope No.

1 instead of EMD demand draft. However, all bidders irrespective of their registration with

NSIC/MSME have to submit the requisite fee towards the cost of Tender).

Forfeiture of EMD:

The EMD of the bidders shall be forfeited in the following circumstances:- I) the bidder withdraws its bid;

II) the selected bidder does not accept the Purchase / Work Order;

III) the selected bidder fails to supply goods / services as per the terms of the Tender and Purchase / Work Order;

IV) any other justified reasons e.g. misleading or wrong information in the Bid, violation

of the terms and conditions of the tender, involvement in forming ring/cartel, submission of multiple bids in different names etc.

3. The sealed tenders are to be submitted in prescribed format on the bidder’s business letter head duly stamped,

signed and dated on each page of Part ‘A’ & ‘B’ and ‘C’ as a token of the bidder’s unconditional acceptance

to the terms prescribed by the Institute. Details/supporting documents wherever applicable, if attached with the tender must be duly authenticated by the bidder. No over-writing shall be accepted unless authenticated

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with full signature of the bidder. ICSI shall reserve its discretion to decide on authenticity/ validity of the

over-writing without prejudice to its any other right. Each and every page of the Tender document has

to be signed, stamped and submitted with the Tender by bidder.

4. Bid Submission: Each bidder shall submit the tender in three separate sealed envelopes, (i) EMD & Tender

Fee is to be put in envelope No. 1 (please mark the envelope as “No.1 – EMD & Tender Fee), (ii) Part ‘A’ & ‘B’ including Form I(Annexure A), Form II(a) & II(b) (Annexure B1 & B2), and Form III (Annexure C),

along with all requisite documents is to be put in envelope No. 2 (please mark the envelope as “No. 2 –

Technical Bid”, (iii) Part ‘C’ only is to be put in Envelope No. 3 (Please mark the Envelope as “No.3 –

Financial Bid”). All the sealed envelopes bearing No. 1, 2 and 3 are to be put in main envelop i.e. Envelope

No. 4.

(Note: The bidders having valid registration with NSIC/MSME may avail exemption from submission of

EMD but must enclose valid NSIC / MSME certificate/document in envelope No. 1 instead of EMD

demand draft. However, all bidders irrespective of their registration with NSIC/MSME have to submit

the requisite Tender Fee).

5. The sealed tender envelope duly super scribed, “Tender for Procurement of Operating System Window

Server 2019 Standard Version Academic License with Software Assurance Support for five years” due on December 15, 2020” should be addressed to The Secretary, The ICSI and be sent at the Institute’s

address given below either by registered post/speed post/courier or by dropping in the tender box placed at

Ground floor of Institute’s Noida office address as mentioned below & should reach on or before 2.00 PM

on December 15, 2020. Address:

The Secretary

The Institute of Company Secretaries of India ICSI House, C-36, (Ground Floor: Tender Box of Dte. of Purchase)

Sector - 62

Noida – 201309 (UP)

The Institute shall not be liable for any transit delays whatsoever and tenders received after the stipulated

time/date are liable to be rejected summarily without assigning any reason and without any further reference

to the Bidder.

Note: The technical bid soft copy (complete in all respect) is also to be submitted by the bidders through

downloadable link and such download link is to be shared on the following email id:

neelam.wadhwa@icsi.edu. Financial bid (soft copy) is not to be submitted by email till further

notification.

6. The Technical Bid shall be opened on December 15, 2020 at 3:00 PM in the Institute of Company Secretaries of India at ICSI House, C-36, Sector – 62, Noida 201309 in the presence of those bidder(s), who

wish to be present. Due to present situation of pandemic of Coronavirus (COVID-19) in India, ICSI may

decide to open the bids on electronic mode. Mode, Date & time of opening of bids will be informed through the e-mail id those who requests for the same and also be notified on the on ICSI’s website (www.icsi.edu).

No separate communication will be sent in this regard through any other mode of communication. In the

event of due date being a closed holiday or declared Holiday for ICSI-HQ / Central Government

offices, or due to the lockdown condition, the due date and time for opening of the bids can be changed

on the sole discretion of ICSI which may be notified only at the ICSI website (tender page).

7. The GST has rolled out with effect from 01.07.2017. For implementation of GST in ICSI, bidders who have

not migrated to or registered with GST regime will not be eligible to participate in any tender of the Institute.

Any offer received from the bidder without GST registration details will be summarily rejected.

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8. The Bidder must not have been blacklisted by Central/ State Government Ministry/ Department/ PSU/ Statutory Body / Government Company. Bidder also should not be under any legal action for indulging in

corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice with any

Central/ State Government Ministry/Department/ PSU/ Statutory Body / Government Company in last 5

years.

9. The Bidder is expected to examine all instructions, forms, terms and specifications in the bidding documents.

Failure to furnish all information required by the bidding documents may result in the rejection of its bid and will be at the bidder's own risk.

10. The bid prepared by the Bidder, as well as all correspondence and documents relating to the Bid exchanged between the Bidder and the ICSI shall be in English.

11. ICSI shall have the right to assess the competencies and capabilities of the bidder by going through the

credentials given in the Technical Bid and on the basis of such credentials, ICSI may reject the candidature of the bidder without assigning any reason. In such case(s) the Financial Bid shall not be opened for that

particular bidder. The Financial Bid of only those bidders who qualify in the technical scrutiny shall be

opened and time and date for opening the Financial Bid shall be communicated separately.

12. ICSI reserves the right of accepting the bid in whole or in part without assigning any reason and such

decision shall be final. The part acceptance of the bid shall not violate the terms and conditions of the tender

documents and the bidder shall execute the work at the specified rates without any extra charges or compensation within the stipulated period.

13. Incomplete bids shall be rejected out rightly. No alterations, amendments or modifications shall be made by the Bidder in the Tender documents and if any such alterations are made or any special conditions attached,

the bid shall be liable to be rejected at the discretion of the ICSI without reference to the bidder. Tempering

with any format given may be liable for rejection / disqualification of the bids. Correction and overwriting anywhere in the tender document should be avoided. Every correction and overwriting must be authenticated

with full signature of the bidder, otherwise the tender is liable to be rejected. Decision of ICSI on such

corrections, overwriting, authentications shall be final and binding on the concerned bidder.

14. Each Bidder acknowledges and accepts that ICSI may in its absolute discretion apply selection criteria

specified in the tender document for evaluation of proposals for short listing / selecting the eligible

vendor(s). All Bidders on responding to ICSI for this tender will be deemed to have accepted the terms of this tender document. Non acceptance of any of the terms & conditions as stated in Tender document and

non-submission of the stipulated Earnest Money Deposit (EMD) shall render the Bid invalid.

15. In the interest of the Institute, ICSI at its discretion may include or exclude any bidder who has served/worked for the ICSI by executing any similar contract through tender/RFP in recent past. Such

inclusion or exclusion of bidder shall be decided during technical evaluation of the bids of this tender

process.

16. The Bidder who was awarded any contract in the past by the Institute but terminated during the contract

period due to unsatisfactory performance will not be eligible /considered to participate in this tender. Also a bidder who was awarded any contract earlier but refused to continue the contract/refused to sign the

agreement as given by the Institute will not be eligible to participate in this tender.

17. The Institute reserve its right at its sole discretion to cancel the whole tender process at any stage without assigning any reason whatsoever without thereby incurring any liability to the affected bidders or any

obligation to inform the affected bidders of the grounds for the ICSI’s action. The decision of the Institute

will be final and binding on all concerned.

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18. The ICSI reserves the right to call for additional documents at the time of technical evaluation to fulfill and

satisfy ICSI requirement as per the RFP terms before opening the financial bids.

19. Those who submitted bid in response to the earlier tender no: .ICSI/WS/2020/14 dated October 16,

2020, if they wish they can submit their bids afresh or else their earlier bids will be considered as it is. If

they submit fresh bids in response to this tender, they need not submit the tender fees and EMD once

again. The earlier tender fees and EMD, if submitted by them will be considered as valid for this

tender also. Those bidders need not require to submit tender fees and EMD again.

20. Eligibility Criteria for bidding:

i. The bidder shall be a business entity, registered under the appropriate relevant law in India. Please attach

relevant appropriate document e.g. Trade License / Registered Partnership Deed / Certificate of Incorporation / Copy of Registration Certificate (s).

ii. Average of the annual turnover of the bidder for each year of the last 3 years (FY 2018-19, 2017-18, 2016-17) should be above Rs.15 Lakhs Audited financial P&L statements and Balance Sheet to be

enclosed.

iii. Bidder should have at least Three (3) years of experience in similar kind of projects. Submit the documents

as proof.

iv. Bidder should have experience of previous project of similar kind at least 3 Purchase Orders during last

three years has to be submitted as documentary proof.

v. The Principal Manufacturer (OEM) for Software will provide a certificate of warranty for Five (5) years

in the name of the Institute. This certificate is to be submitted by the bidder with the technical bid.

vi. The authorization letter/Certificate from the Principal Manufacturer as an Authorized Dealer/Partner.

vii. Submission of Tender Fee

viii. Submission of EMD or valid NSIC / MSME certificate/document (if applicable)

ix. PAN (Please attach self-attested photocopy of the documentary proof to be submitted)

x. GSTIN Code (Enclose self-attested photocopy)

xi. The bidder must have served at least Three (3) clients, out of which minimum One (1) should be from Central Government/ State Government/ Public Sector organizations/ Autonomous Bodies/ Statutory

Bodies/ Trusts or Societies/ Business house (Please attach work order/agreement copy). Details along

with Type of software being maintained are to be provided against each client. Also name and contact

details of the concerned officials of each client has to be provided.

xii. Bidder must not have been blacklisted by any Firm/Organization/School/Board/University/ Institution or

any Government organization and no litigation is pending in the court of law against the bidder. Bidder

also should not be under any legal action for indulging in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice with any Central/ State Government

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Ministry/Department/ PSU/ Statutory Body / Government Company in last 5 years (Declaration from

Authorized Signatory on the Bidder’s Business Letter Head). xiii. Bidder must have not been declared ineligible by the Government of India to participate for unsatisfactory

past performance, corrupt, fraudulent or any other unlawful or unethical business practices. (Declaration

from Authorized Signatory on the Bidder’s Business Letter Head).

xiv. The Bidder must not have been declared bankrupt / insolvent or should not have filed for bankruptcy /

insolvency in the past five years or in the process of being declared bankrupt / insolvent before any

designated authority in any country.

xv. The bidder must have a valid ISO 9001:2008 / Equivalent certificate for quality and ISO 27001:2005 /

Equivalent certificate for Data Security as on the date of submission of the bid (Please attach supporting

document.

21. Bid Evaluation:

(i) Technical bids Evaluation Criteria:

a. The Bidder should fulfill the eligibility criteria for bidding as mentioned in the document. The

Bidder who does not qualify these criteria may not be evaluated further and rejected at this point

itself.

b. Evaluation of work experience in the relevant fields will be done through the information /

documentary proofs such as client’s certificate provided by the bidder as a part of the technical bids.

(ii) Financial -Bid Evaluation

The Financial -Bid evaluation is done only for those bids which are responsive and technically qualified

The bidders are required to study the Institute’s complete set-up while submitting their bid for this tender.

Any bidder who puts any condition in the financial bid will be disqualified from the bidding process without any further reference to the bidder. Financial bid submitted in unsealed cover along with technical bid in

violation of bid submission process will also attract disqualification of the bidder from the bidding process.

Indication of price anywhere in the technical bid also will disqualify the bidder. In both the cases the EMD

amount will be forfeited.

22. All costs and expenses incurred by Bidders in any way associated with the development, preparation, and

submission of bid / responses, including but not limited to; the attendance at meetings, discussions, demonstrations, etc. and providing any additional information required by ICSI to facilitate the evaluation

process, and in all such activities related to the bid process, will be borne entirely and exclusively by the

bidder.

23. Bid Validity: Price quoted must be valid for at least 180 days from the date of opening of bid. Institute may

extend the validity of Bid in the concurrence of the Bidder for a further period of 60 days or more as per the

requirement.

24. The Institute reserves the right to accept or reject any or all the tenders including the lowest tender(s) without

assigning any reason at its sole discretion. The Institute also reserve its right at its sole discretion to cancel the whole tender process at any stage without assigning any reason whatsoever without thereby incurring

any liability to the affected bidders or any obligation to inform the affected bidders of the grounds for the

ICSI’s action. The decision of the Institute will be final and binding on all concerned.

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25. At any time prior to the last date for receipt of bids, the ICSI, may, for any reason, whether at its own

initiative or in response to a clarification requested by the bidders, modify the tender documents by issuing

an addendum/corrigendum. Any such amendment issued along with the original tender document will constitute Revised Tender Documents. The addendum/corrigendum will be uploaded on the ICSI website

and CPPP portal. The bidders are requested to visit the website frequently to check for any of the decision

of ICSI on the need for any modification shall be final and binding on all.

26. In order to afford prospective bidders reasonable time to take the Corrigendum into account in preparing

their bids, ICSI may, at its discretion, extend the closing date of submission of bids.

27. Any Corrigendum, Clarifications etc. shall be binding on the Bidders and shall be given due consideration

by them while they submit their bids.

28. The ICSI may at any time during the bidding process but before opening the technical/commercial bid

request the bidders to submit revised Technical / Commercial Bids and/or Supplementary Commercial Bids,

in case of change in Scope of Work, without thereby incurring any liability to the affected bidder or bidders.

29. In case of any work for which there is no specification given in the Tender document but the same is essential

for the job / work mentioned in Tender document, such work shall be carried out in accordance with the

directions of the ICSI without any extra cost to the Institute.

30. This invitation for tender does not commit ICSI to award a contract. Further, no reimbursable cost may be

incurred in anticipation of award.

31. No binding legal relationship will exist between any of the Bidders and ICSI until execution of a contractual

agreement.

32. Bidder should have all necessary patents, license rights and other proprietary rights required in respect of

any device or method used by it for completing the Work Order. Bidder shall indemnify and hold ICSI

harmless from and against any liability, penalty, cost or expense suffered or incurred as a result of Bidder failing to comply with this obligation.

33. Considering corona pandemic, the vendor may have to take reasonable steps regarding maintaining social

distancing, health and sanitization SOP/guideline issued by MOHFW by the Govt. or ICSI from time to time during execution of the work awarded through this tender

II: Terms and conditions:

1. Delivery Schedule:

Delivery of Software License should be at the earliest within 7 days positively

2. Payment Terms: Payment terms will be 30 days from the date of receipt of the bill in the Institute

along with the receipt challan in original. The payment would be released through banking channels (RTGS /NEFT).

3. Though Institute prefers to deal with OEM/Manufacturers/Principal Manufacturers directly, it may also consider the offers received through its authorized channel partners, provided the

OEM/Manufacturers/Principal Manufacturers authorizes the said channel partner in this regard. The

authorization letter from the Principal Manufacturer is to be submitted with the technical bid.

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4. Liquidated Damaged (LD): Delivery and installation period should be completed within 45 days of

award of Contract. Penalty for the late delivery and installation would be levied at the rate of:

a. ½ per cent of total value of contract, for each day of delay, in case of services are delivered either in full or partly within 7 days after the due date;

b. 1 per cent of total value of contract subject to maximum 10%, for each day of delay, in case of services are delivered either in full or partly beyond 7 days but up to 14 days after the due date;

c. Even after two (02) weeks of delay, if the vendor fails to deliver the goods and services, ICSI may reject or accept the goods and services at its sole discretion after imposing applicable

penalty and decide accordingly on approval of the competent authority.

5. In case of failure to supply the goods / services of the ordered quantity / specifications / quality within the time schedule and at the agreed rates, the Institute shall have right to purchase the same from the

market at the prevalent rate and the difference between the agreed price and purchase price would be

recovered from the vendor. Further, if the supplied items are not in accordance with the ordered items then the Institute reserves the right to reject the whole lot or accept, whole or part supply, at less than

the agreed / market price. Any loss to the Institute on this account shall be recovered from the vendor.

6. The successful bidder has to submit the security deposit /performance guarantee in the form of an Account payee Demand Draft / Banker’s Cheque or Bank Guarantee from nationalized bank of

equivalent amount of 5% of the contract value on awarding the contract within 10 days of issue of order

but before execution of the agreement, to cover any loss or damage caused to or suffered by the Institute due to acts of commission and omission by the successful bidder or any failure on the part of the

successful bidder in fulfillment of terms and conditions of the bid or work order or contract. The Bank

Guarantee shall have to remain valid for the entire duration of the Contract plus three months (90 days) beyond the completion of contract period including warranty obligations. The successful bidder shall

not be entitled to any claim or receive any interest on the amount of performance guarantee. The EMD

of the successful bidder will be refunded after submission of the performance Guarantee/Security

Deposit.

The successful bidder having valid registration with NSIC/MSME on the date of submission of

tender, are also required to submit requisite security deposit / performance guarantee.

7. The quantities indicated in Part –“C” is tentative and may be increased/decreased at the sole discretion

of the Institute. The successful bidder shall have no right to claim any minimum/definite volume of

business or enhance per unit rate.

8. The successful bidder/tenderer will sign a Service Level Agreement (SLA) with the ICSI on the

comprehensive onsite maintenance of the Software for a period mentioned for each item in the scope of

work from the date of the acceptance of the same on the basis of the terms of tender and work order. Standard terms and conditions of Service Level Agreement are at Annexure D.

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9. Scope of Work:

Service provider ( i.e. vendor ) is required to do the following:

i. Bidder has to provide Software License with key with software assurance for five years in the

name of the Institute of Company Secretaries of India. The License should be perpetual.

ii. Bidder has to extend their technical support for any installations and troubleshooting during the

software deployment.

iii. Bidder should have all necessary patents, license rights, authority, agency and other proprietary

rights required in respect of any device or method used by it for completing the Purchase Order.

Bidder shall indemnify and hold ICSI harmless from and against any liability, penalty, cost or

expense suffered or incurred as a result of Bidder failing to comply with this obligation.

iv. Prices quoted should be for Institute premises and should be inclusive of all charges, levies,

octroy, taxes, fees, cess & duties and any other statutory components for One Time cost to the

ICSI except GST which is to be shown separately.

v. The Principal Manufacturer will provide a certificate that the License of Software will be in the

name of the Institute. This certificate is to be submitted by the bidder with the technical bid.

vi. Escalation Matrix up to Three (3) levels should be provided.

vii. For the item vendor has to provide the Software in CD / DVD / through Online link with user

ID and Password compulsorily from where we can download the software. It should be

reflected/updated in ICSI account of Microsoft Volume License portal.

viii. In case within a 6 months if Institute wish to issue a repeat order to said software products bidder

has to provide the software products within same cost and Terms and conditions.

10. GENERAL:

a. Modification/variation in Terms of Contract: ICSI reserves the right to modify or may bring

some variation in the terms and conditions of the contract on mutually agreed terms, if it is found

necessary due to any operational difficulty or any other genuine reasons.

b. Recovery: Whenever under the contract through this tender, any sum of money is recoverable by

ICSI from the vendor or / and payable by the vendor to ICSI, the ICSI shall be entitled to recover such sum by appropriating in part or in whole from the security deposit of the vendor. In the event

of the security being insufficient or if no security has been taken from the vendor, the balance or

the total sum recoverable, as may be, shall be deducted from any sum due to the vendor or which at any time thereafter may become due to the vendor under said or any other contract with the

ICSI. If this sum is not sufficient to cover the full amount recoverable, the vendor shall pay the

ICSI on demand the remaining balance due along with penalty.

c. Dispute Resolution: Any dispute, difference, controversy or claim (“Dispute”) arising between the

vendor and ICSI hereinafter jointly to be called “parties” and singularly as “party” out of or in

relation to or in connection with the bidding, work order/agreement/contract, or the breach, termination, effect, validity, interpretation or application of this Tender/bid/ work

12

order/agreement/contract or as to their rights, duties or liabilities hereunder, shall be addressed for

mutual resolution by the authorized official of the parties. If, for any reason, such dispute cannot be resolved amicably by the Parties, the same shall be referred to the Sole Arbitrator appointed by

the Secretary of the Institute of Company Secretaries of India. The provisions of the Arbitration

and Conciliation Act, 1996 or any statutory modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The venue of the arbitration shall be at New Delhi.

The cost of the Arbitration proceedings shall be shared equally by both the parties. The language

of the arbitration and the award shall be English. The decision / award of the arbitrator shall be final

and binding on parties to the arbitration proceedings.

d. The parties are not entitled to approach any court of law without resorting to arbitration approach.

e. Jurisdiction: All disputes arising out of or relating to the tendering / bidding shall be deemed to

have arisen in Delhi and only courts having jurisdiction over Delhi shall determine the same.

f. Right to Black List: ICSI reserves the right to blacklist a party / bidder for a suitable period under

the following circumstances:

i. Giving false, misleading or fake information / document in the bid;

ii. Withdrawing the bid after opening of the Financial bids; iii. Refusal to accept Purchase / Work Order at the quoted prices;

iv. Failure to supply goods of the ordered quantity / quality / specifications at the agreed rates within

the time schedule; v. Adoption of any unethical or illegal practices;

vi. any indiscipline behavior or hooliganism by the bidder or any of its employee(s)

any other justified reason.

vii. EMD of black-listed Bidder shall be forfeited after giving him an opportunity of being heard. The decision of the ICSI shall be the final and binding.

g. Confidentiality: The vendor acknowledges that all material and information which has and will come into its possession or knowledge in connection with this bidding process or the performance

of the work order thereof, whether consisting of confidential and proprietary data or not, whose

disclosure to or use by third parties may be damaging or cause loss to ICSI will all times be held by it in strictest confidence and it shall not make use thereof other than for the performance of this

agreement and to release it only to employees requiring such information, and not to release or

disclose it to any other party. The vendor agrees to take appropriate action with respect to its

employees to ensure that the obligations of non-use and non-disclosure of confidential information under this agreement are fully satisfied. In the event of any loss to ICSI in divulging the information

by the employees of the vendor, the ICSI shall be indemnified. The vendor agrees to maintain the

confidentiality of the ICSI’s information after the termination of the contract also. The vendor will treat as confidential all data and information about the ICSI /Contract, obtained in the execution of

this tender including any business, technical or financial information, in strict confidence and will

not reveal such information to any other party.

h. Sub-Contracting: The vendor will not assign or transfer and sub-contract its interest / obligations

under the Work Order / contract to any other concern / individual without the prior written consent

of the ICSI.

i. Statutory Compliance: The vendor will be required to comply with all statutory obligations from

time to time applicable to this contract.

j. Force Majeure i) The vendor and ICSI shall not be liable for any failure to perform, any of its obligations under this

to tender and Work / Purchase order if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as

the Force Majeure Event continues. For the purpose of this Article, Force “Majeure” means any

cause, which is beyond the successful bidder control or that of the Institute, as the case may be,

13

ii) which both could not foresee or with a reasonable amount of diligence could not have foreseen, and which substantially affect the performance of the order, such as:-

- War / hostilities

- Riot or civil commotion

- Earth Quake, Flood, Fire, Tempest, Epidemics, Lightning or other natural physical Disaster, Quarantine restricts and Freight embargoes

- Restrictions imposed by the Government or other statutory bodies, which is beyond the successful

bidder control or of the Institute, which prevent or delay the execution of the order either by the successful bidder or by the Institute.

iii) If a Force Majeure situation arises, the vendor are required to promptly notify ICSI in writing

of such condition and the cause thereof within a period of three (3) days from the date of happening of such an event requiring invocation of this force majeure article. Unless otherwise directed by the

ICSI in writing, the vendor will continue to perform its obligations under this order as far as is

reasonably practical and shall seek all reasonable alternative means for performances of this order.

k. Indemnity Clause: The vendor will indemnify ICSI against all statutory liabilities present and

future arising out of his bid / work order / contract. In the event of violation of any contractual or

statutory obligations, the successful bidder will be fully and solely responsible for the same. Further, in the event of any action, claim, damages, suit initiated against ICSI by any

individual, law enforcement agency or government authority due to acts and omissions, the vendor

will be liable to make good/compensate such claims or damages to the ICSI. As a result of the

vendor action, inaction or any omissions, if ICSI is required to pay any damages to any individual, law enforcement agency or government authority, the vendor would be required to reimburse to

ICSI such amount along with other expenses incurred by ICSI or ICSI reserves the right to recover

but not limited to such amount from the payment(s) due to the vendor while settling its bills or from the amount of security deposit lying with ICSI. However, ICSI reserves its right to take legal

recourse as permitted under law of the land. In case of any damage caused to the institute due to

negligence, carelessness or inefficiency of staff of the vendor, the vendor shall be responsible to make good the loss. The ICSI shall have right to adjust the damage / loss suffered by it from the

security deposit or / and to charge penalty as decided by the Institute. Decision of the ICSI in this

respect shall be final & binding on the vendor.

l. Cancellation of Award / Work Order: The ICSI without prejudice to any other remedy, reserves

the right to cancel the Award / Work Order in whole or in part by giving one (1) months’ notice in

writing in case the Vendor fails to discharge its obligation under this tender / Work Order without sufficient ground or found guilty for breach of condition(s) of this tender / Work Order, negligence,

carelessness, inefficiency, fraud, mischief and misappropriation or due to any other type of

misconduct by the successful bidder or by its staff or agent.

m. Termination: The ICSI without prejudice to any other remedy, reserves the right to terminate the

agreement in whole or in part by giving One (1) months’ notice in writing in case Service Provider

fails to discharge its obligation under this agreement without sufficient grounds or found guilty for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud, mischief and

misappropriation or any other type of misconduct by Service Provider or by its staff or agent or in

case there are more than Three (3) penalties on the Service Provider in any month.

Any pending or unresolved operational issues, performance, unpaid fees and any other remedies

shall continue by the Service Provider during the period of termination notice and the same must

be satisfied before this agreement is terminated. The ICSI may also put in place any other agency for carrying out the remaining work and expenditure incurred on same shall be recovered from the

Service Provider.

14

The Service Provider shall have no claim to any payment or compensation whatsoever on account

of any profit or advantage, which would have been derived from the performance of this agreement in full, but which he did not derive in consequences of the full performance of this agreement not

having been carried out, nor shall he have any claim for compensation / damage for the loss suffered

by him by reason of termination of agreement by the ICSI. No claim for interest will be entertained

by ICSI with respect to any moneys or balances, which may be in its hands owing to a dispute between itself and the Service Provider.

The quantities indicated in Part –“C” is tentative and may be increased/decreased at the sole discretion of the

Institute. The successful bidder shall have no right to claim any minimum/definite volume of business or enhance

per unit rate.

For any details / clarifications, bidders may contact Dr. Nikhat Khan, Director, IT (Tel. No.: 0120-4082019

Email id:nikhat.khan@icsi.edu) at ICSI.

Date: November 24, 2020 (A K Ghosal)

Director (Purchase & Stores)

15

(Annexure A)

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA ICSI HOUSE, C-36, SECTOR-62, NOIDA -201309

Tender No.: ICSI/WS/2020/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

PART ‘B’ (TECHNICAL BID)

Form I: PARTICULARS OF BIDDER

(ALL COLUMNS ARE TO BE FILLED IN BLOCK LETTERS)

1. Name of the bidder

(a) Trade Name _______________________

(b) Status of the Bidder _______________________

(Pvt. Ltd./Limited Co./Partnership/Proprietorship ) (Enclose self attested copy of document)

(c) Name of CEO/Directors _______________________

2. Postal Address _______________________

_______________________

3. Telephone No. / Mobile No. for communication _______________________ 4. (a) E-mail-id (mandatory)

(b) / Website address (if available) _______________________

5. Bank Draft No, date, Bank name and amount (if applicable)/MSME or NSIC Regn. No. (a) Tender Fees _______________________

(b) EMD _______________________

(c) MSME/NSIC Regn. No. (if applicable) & its valid period _______________________ (Enclose self-attested certificate photocopy)

6. Name of the Banker, Branch Name, A/c No. and IFS Code

(for e-payment purpose) _______________________

7. PAN (Enclose self-attested photocopy) _______________________ 8. GSTIN Code (Enclose self-attested photocopy) _______________________

9. Trade License/Business License/CIN (if applicable) _______________________

(Enclose self-attested photocopy) 10. Lab. Licence/EPF/ESIC Reg. No. (if applicable) ______________________

(Enclose self-attested photocopy)

11. Any other relevant information _______________________

(e.g. Number of Years of Experience in similar line of business / Turnover for last Financial year)

I/We hereby declare and affirm that I/we have read and understood the terms and conditions of this

tender/quotation/NIT as stipulated in the tender notice No.________________. Accordingly, I/ we accept the terms and conditions and hereby offer the rates for “___________________(name of the work or supply)” as

per Financial Bid (Part ‘C’).

Signature ________________ (Authorized signatory of the bidder)

Name of the bidder________________

Date_________ Official seal of bidder ______________

NOTE: Please submit all supporting documents (self-attested photocopy) wherever applicable in

support of the information furnished above with seal and signature of the bidder’s authorized

representative.

16

(Annexure B1)

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ICSI HOUSE, C-36, SECTOR-62, NOIDA -201309

Tender No.: ICSI/WS/2020/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

Form II(a): TECHNICAL DETAILS

S.No. Particulars Response

1.

List of existing clients to whom software supplied

and giving service under Warranty in last 1 year

with details of company, value of business, concerned person name & telephone no. (Please

attach full details)

2. A) List of existing sites being maintained as per

following: Name of the Company/Type of

Software being maintained/No./Last Year’s turn over.

B) Please indicate the software principal/s

brands you represent and your level of association

3. Please indicate in full the following details: A) Manpower available – Technical & Non-

technical Number and name of the personnel

who can provide Software support and do trouble shooting.

B) Turnover of the company for last 3 financial

years (F.Y. 2016-17, 2017-18 & 2018-2019) (Please attach supporting documents)

4. Authorization letter/Certificate from OEM as an

Authorized Dealer/Partner of respective item.

5. Brochure of the product with detailed

specifications.

Signature ________________ (Authorized signatory of the bidder)

Name of the bidder________________

Date_________ Official seal of bidder ______________

17

(Annexure B2)

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ICSI HOUSE, C-36, SECTOR-62, NOIDA -201309

Tender No.: ICSI/WS/2020/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

Form II(b): Eligibility Criteria Details

S. No Particulars Response

Yes/No Supporting Document

Reference with Page No.

i. The bidder shall be a business entity, registered under the appropriate relevant law in India. Please attach

relevant appropriate document e.g. Trade License /

Registered Partnership Deed / Certificate of Incorporation / Copy of Registration Certificate (s).

ii. Average of the annual turnover of the bidder for each

year of the last 3 years (FY 2018-19, 2017-18, 2016-17)

should be above Rs.15 Lakhs Audited financial P&L statements and Balance Sheet to be enclosed.

iii. Bidder should have at least Three (3) years of experience in similar kind of projects. Submit the documents as

proof.

iv. Bidder should have experience of previous project of

similar kind at least 3 Purchase Orders during last three

years has to be submitted as documentary proof.

v. The Principal Manufacturer (OEM) for Software will

provide a certificate of warranty for Five (5) years in the name of the Institute. This certificate is to be submitted

by the bidder with the technical bid

vi. The authorization letter/Certificate from the Principal

Manufacturer as an Authorized Dealer/Partner.

vii. Submission of Tender Fee

viii. Submission of EMD or valid NSIC / MSME

certificate/document (if applicable)

ix. PAN (Please attach self-attested photocopy of the

documentary proof to be submitted)

x. GSTIN Code (Enclose self-attested photocopy)

xi. The bidder must have served at least Three (3) clients,

out of which minimum One (1) should be from Central

Government/ State Government/ Public Sector organizations/ Autonomous Bodies/ Statutory Bodies/

Trusts or Societies/ Business house (Please attach work

order/agreement copy). Details along with Type of software being maintained are to be provided against

18

each client. Also name and contact details of the concerned officials of each client has to be provided.

xii. Bidder must not have been blacklisted by any Firm/Organization/School/Board/University/ Institution

or any Government organization and no litigation is

pending in the court of law against the bidder. Bidder

also should not be under any legal action for indulging in corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice with

any Central/ State Government Ministry/Department/ PSU/ Statutory Body / Government Company in last 5

years (Declaration from Authorized Signatory on the

Bidder’s Business Letter Head).

xiii. Bidder must have not been declared ineligible by the Government of India to participate for unsatisfactory

past performance, corrupt, fraudulent or any other

unlawful or unethical business practices. (Declaration from Authorized Signatory on the Bidder’s Business

Letter Head).

xiv. The Bidder must not have been declared bankrupt /

insolvent or should not have filed for bankruptcy / insolvency in the past five years or in the process of

being declared bankrupt / insolvent before any

designated authority in any country.

xv. The bidder must have a valid ISO 9001:2008 /

Equivalent certificate for quality and ISO 27001:2005 /

Equivalent certificate for Data Security as on the date of

submission of the bid (Please attach supporting document).

Signature ________________

(Authorized signatory of the bidder)

Name of the bidder________________

Date_________ Official seal of bidder ______________

19

(Annexure C)

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ICSI HOUSE, C-36, SECTOR-62, NOIDA -201309

Tender No.: ICSI/WS/2020-21/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

Form III: Tender acceptance letter to be printed on business letterhead of the bidder and to be

submitted with the Technical Bid

To

The Secretary

Institute of Company Secretaries of India (ICSI) ICSI House,

C – 36, Sector 62,

Noida-201309

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

Sir,

This is with reference to the Tender for Procurement of Operating System Window Server 2019 Standard

Version Academic License with Software Assurance Support.

We are interested to participate in the Tender for Procurement of Operating System Window Server 2019

Standard Version Academic License with Software Assurance Support dated______________________. We declare that:

i) We have read and understood the terms and conditions given in the quotation / tender Document;

ii) We are eligible for award of the contract as per the qualification criteria mentioned in the

tender/quotation document;

iii) We accept and agree to all the terms and conditions of the tender/quotation;

iv) We shall comply with all the terms and conditions of the tender/quotation;

v) All the information / documents provided in this bid are true to the best of our knowledge and belief. If

at any stage, the information / documents are found to be false, misleading or incorrect then this Bid /

Purchase Order shall be cancelled at our cost and risk and we shall indemnify the Institute (ICSI) for the loss caused due to the cancellation and we shall be liable for penal / legal action including black listing

by ICSI.

vi) We understand that ICSI reserves the right to cancel the tender/quotation at any stage or cancel / reject any one or more bid without incurring any liability.

vii) The duly signed copies of all the tender pages are attached herewith.

(Signature of the Bidder)

Printed Name

Designation

Official seal/ stamp

Date:

20

(Annexure D)

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ICSI HOUSE, C-36, SECTOR-62, NOIDA -201309

Tender No.: ICSI/WS/2020-21/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

Tentative Terms and conditions of the Service Level Agreement

1) Compliances of Law:-

“A. Service Provider shall carry out the Services in strict compliance with all relevant laws and regulations of the State or Territory within India where the Services are being rendered and in accordance with the

conditions of any permit, license or concession relating to any part of the Services, whether held by Service

Provider, ICSI or any other concerned party.

B. Service Provider shall indemnify and hold ICSI harmless from and against any liability, penalty, cost or

expense suffered or incurred as a result of Service Provider failing to comply with any law, or regulation, or such permit or license relating to any part of the Services.”

2) Intellectual Property Rights Service Provider shall ensure that it holds all necessary patents, license rights and other proprietary rights required in respect of any device or method used by it while conducting the Services. Service Provider

shall indemnify and hold ICSI harmless from and against any liability, penalty, cost or expense suffered or

incurred as a result of Service Provider failing to comply with this obligation.

3) Indemnity a. Service Provider shall be solely liable for and shall indemnify ICSI, its officers, servants, employees

and agents against all liabilities, losses, claims and expenses of any nature whatsoever arising from any personal injury or illness (including death) of any nature whatsoever and any penalty, loss, damage or

destruction to any property whether real or personal where such liability arises out of or in connection with

the conduct of the Services whether under common law, under statute or otherwise. The Service Provider further covenants and agrees to indemnify and keep at all times indemnified the ICSI against any loss or

damage that the ICSI may sustain directly or indirectly as a result of the failure or negligence of the

Service Provider or its employees to faithfully carry out its obligations under this agreement and further to pay for all loses, damages, costs, charges and expenses which the ICSI may reasonably incur or suffer

and to indemnify and keep indemnified the ICSI in all respects.

b. The indemnifying party shall be granted immediate and complete control of any claim of indemnity and the indemnified party shall not prejudice the indemnifying party's defense of the claim.

c. The indemnified party shall give the indemnifying party all reasonable assistance at the expense of the indemnifying party on such claim of indemnity.

4) FORCE MAJEURE The Parties shall not be liable for any failure to perform, any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case

its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall

promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.

"Force Majeure Event" means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion,

acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of

government.

21

5) Confidentiality of Information a. During the term of this Agreement and thereafter, any disclosing party's Confidential Information received

by the receiving party, under and by virtue of this Agreement, shall be maintained in the strictest confidence

and trust and shall not be disclosed to a third party without the prior written consent of the disclosing party, unless such information is required to be disclosed in pursuance of the order of a competent court, tribunal

or other regulatory authority exercising valid jurisdiction, in which case the party required to make the

disclosure shall promptly notify the other Party in writing of such disclosure. For purposes of this agreement "Confidential Information" means information that: (i) is sufficiently secret to derive economic value, actual

or potential, from not being generally known to other persons who can obtain economic value from its

disclosure or use; and / or (ii) is the subject of efforts that are reasonable under the circumstances to maintain

its secrecy or confidentiality. b. Any software / hardware material, product specifications, financial information, documents covered

under this agreement shall be confidential information and deemed to be in private domain and it shall not

be made public or shared with any other party without the prior written consent of the ICSI. All such information/material shall be treated as confidential for a minimum period of two years after this agreement

comes to an end or as agreed from time to time.

c. Provided that upon the expiration, cancellation, or termination of this Agreement, each party shall, upon

the written request of the other party, return or destroy, to the satisfaction of the other Party, all Confidential

Information, documents, manuals and other materials specified by the other Party.

d. Service provider shall sign Non-Disclosure Agreement with the ICSI for confidentiality of the data and

information/records of the ICSI.

6) Genuine Software Both parties agree that the software that is required to be used for the purposes as envisaged under this

Agreement shall be genuine and registered software and not a pirated version of any nature.

7) TERMINATION

Either party may terminate this Agreement by giving a Three (3) months’ notice in writing to the other party for termination of agreement.

The ICSI without prejudice to any other remedy, reserves the right to terminate the agreement in whole or in

part by giving One (1) months’ notice in writing in case Service Provider fails to discharge its obligation under

this agreement without sufficient grounds or found guilty for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud, mischief and misappropriation or any other type of misconduct by

Service Provider or by its staff or agent or in case there are more than Three (3) penalties on the Service

Provider in any month.

Any pending or unresolved operational issues, performance, unpaid fees and any other remedies shall continue

by the Service Provider during the period of termination notice and the same must be satisfied before this agreement is terminated. The ICSI may also put in place any other agency for carrying out the remaining work

and expenditure incurred on same shall be recovered from the Service Provider.

The Service Provider shall have no claim to any payment or compensation whatsoever on account of any profit or advantage, which would have been derived from the performance of this agreement in full, but which he did

not derive in consequences of the full performance of this agreement not having been carried out, nor shall he

have any claim for compensation / damage for the loss suffered by him by reason of termination of agreement by the ICSI. No claim for interest will be entertained by ICSI with respect to any moneys or balances, which

may be in its hands owing to a dispute between itself and the Service Provider.

8) Blacklisting

Notwithstanding any other remedy, the ICSI may by notice in writing blacklist the Service Provider for suitable period in case Service Provider fails to discharge its obligation under this agreement without sufficient grounds

or found guilty for breach of condition(s) of the agreement, negligence, carelessness, inefficiency, fraud,

mischief and misappropriation or any other type of misconduct by Service Provider or by its staff or agent or in case there are more than Three (3) penalties on the Service Provider in any month.

22

9) Governing Law The Agreement shall be interpreted in accordance with and governed by the laws of India.

10) Dispute Resolution:-

Any dispute, difference, controversy or claim (“Dispute”) arising between the Parties out of or in relation to or

in connection with this Agreement, or the breach, termination, effect, validity, interpretation or application of this Agreement or as to their rights, duties or liabilities hereunder, shall be addressed for mutual resolution by

the authorised official of the parties. If, for any reason, such Dispute cannot be resolved amicably by the Parties,

the same shall be referred to the sole arbitratorto be appointed by the Secretary of the Institute of Company Secretaries of India. -. The provisions of the Arbitration and Conciliation Act, 1996 or any statutory

modifications on re-enactment thereof as in force will be applicable to the arbitration proceedings. The venue

of the arbitration shall be at New Delhi. The cost of the Arbitration proceedings shall be shared equally by both the parties. The language of the arbitration and the award shall be English. The decision / award of the arbitrator

shall be final and binding.

11) Independent Contract & Relationship between the Parties The relationship of Service Provider to ICSI under this Agreement shall be that of an independent contractor.

The acts/performance and actions taken by either party in furtherance of their respective activities of operation

shall not bind the other except to the extent provided under this Agreement. The acts performed and action taken by either party that do not fall under the Agreement shall have binding effect on the other to the extent they are

reduced to writing and the prior consent of the other party is obtained.

That it is expressly understood & agreed between the parties to this agreement that the personnel(s) employed / hired / engaged (permanent / regular / casual / contractual / temporarily / daily wager or whatever be the status

/ name) by the Service Provider directly or indirectly for the execution of work as provided under this agreement,

shall not be employee / officer of the ICSI for any purpose. None of such person of the Service Provider shall have any right to claim anything against the ICSI.

12) Non-Exclusive Agreement The agreement between the ICSI and Service Provider is a non-exclusive agreement. The ICSI shall be free to

enter into any such agreement with any other service provider during currency or the extended currency of this

Agreement.

13) Complete / Entire Agreement:

This Agreement, its Attachments, if any, and the documents specifically referred herein constitute the complete

Agreement between the Parties and replace any written or oral Agreement or understanding with respect to the subject matter. Changes, amendments or interpretations of this Agreement shall be valid only if they are in

writing and signed by both parties, except that each Party may make a change of domicile or change of the name

of the person to whom notifications shall be sent. This notification shall be made through a written document to

the other Party to this Agreement.

14) Representations and Warranties

The Parties represent and warrant that they have relevant authority and permission under the applicable laws/ rules/ notifications or by virtue of the order/ instruction/ directive from the relevant authority to enter into this

Agreement.

15) Non Waiver:

Failure to exercise by either party of any right under this Agreement in one or more instances shall not constitute

a waiver of those rights in another instance. Such waiver by one Party of any of the rights established herein

shall not be considered as a waiver of another right established herein. A provision or right under this agreement

23

shall not be waived except in writing signed by the party granting the waiver, or varied except in writing signed by all the parties.

16) Severability If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement will

remain otherwise in full force apart from that provision(s) which shall be deemed deleted.

17) Assignment & Sub-Letting Neither party shall assign or sub-let any of its rights and obligations hereunder whether in whole or in part

without the prior written consent of the other. However, nothing in the foregoing shall be affected in the event

of there being a merger, amalgamation or takeover of the business/ management of a party. In such an eventuality all the rights and obligations shall automatically be vested with the entity with which such party

has been merged or is taken over.

18) Notices & Notifications: All notices, notifications, request, consents or other communications required or permitted to be given to either

party pursuant to this Agreement shall be in writing and shall be delivered personally or sent by Registered Post

with acknowledgement due, Speed post or by courier to the addresses indicated in this Agreement. Any change

of Address should be notified to each other.

19) Alteration and Modification Any alteration or modification or waiver in connection with this agreement will not be effective unless made in writing and signed by both the parties.

20) Headings:

The headings used in this Agreement are for purposes of convenience only and shall not control the language or meaning of the provision following.

21) Precedence: In the event of any ambiguity or doubt or dispute on the terms and conditions applicable, the order of precedence

for the purposes of resolving such ambiguity, doubt or dispute shall be:

(1) This Agreement (2) The Attachments (if any)

(3) The Purchase / Work Order

(4) The Offer / RFP / Tender

22) Jurisdiction of Courts:

All disputes arising out of or relating to the Agreement shall be deemed to have arisen in Delhi and only courts

having jurisdiction over Delhi shall determine the same.

24

THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

ICSI HOUSE, C-36, SECTOR-62, NOIDA -201309

Tender No.: ICSI/WS/2020-21/15 November 24, 2020

Sub: Tender for Procurement of Operating System Window Server 2019 Standard Version Academic

License with Software Assurance Support.

PART ‘C’ (FINANCIAL BID)

The bidder has to quote rate inclusive of all for Operating System Window Server 2019 Standard Version

Academic License with Software Assurance Support as per terms of the contract including statutory taxes

and duties except GST which is to be shown separately as per the financial bid format.

S.

No.

DESCRIPTION/PRODUCT/PART

NUMBER

Unit HSN

Code

Qty.

Unit Price

(Rs.)

GST%

Total Amount

for 16 Licenses

including GST

(Rs.)

1 WinSvrSTDCore SNGL LicSAPk

OLP 16Lic NL Acdmc CoreLic

Product

Win Server STD with SA - 16 core

Part Number :

9EM-00048

Including 5 years software

assurance support

Nos.

16

Total Amount for 16 Licenses

including GST (In words)

Rupees……………………………………………………………..

……………………………………………………………………...

……………………………………………………………………...

Delivery: ICSI House, C-36/ C-37, Sector-62, Noida (U.P.)

Date: Name and Signature of Bidder

with Corporate Seal

Mobile No.

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